Rules Explained

A recent change to the Kiwifruit Export Regulations gives Zespri the ability to put in place dividend restrictions on shareholders who are no longer producers (referred to as dry shareholders or non-producers). This would be introduced through a change to the Constitution. Both producer and non-producer shareholders will have the ability to vote on this proposal.

Zespri will propose that a dividend will not be paid to a shareholder that is not a producer as at the record date for that dividend and has not supplied Zespri for three years.

However, for those who are not producers at the time of the change in the Constitution, dividends would not cease until seven years after the change. This is unless the shareholder became a producer again, then returns to being a non-producer, in which case the three year rule would apply. Note: on becoming a producer, any shares held over the share cap are subject to the rules for overshared producers.

The amended regulations do not permit a requirement that dry shareholders (non-producers) sell their shares. However, as applies under the current rules when dry shareholders do sell, their shares can only be sold to producers, or back to Zespri if Zespri has a buy-back offer in place at the time.

Scenarios

I sold my only orchard a few years ago but retained my shares. What are my options and what is the timeframe?

Your orchard has been sold and you do not own or lease any other orchards. Therefore you have no production and you are considered to be a non-producer or dry shareholder. As a dry shareholder at the date the new rules came into effect, you will have seven years before you will stop receiving dividend payments on your shares. If you wish to dispose of your shares, you may sell your shares to a current producer, or back to Zespri if Zespri has a buy-back offer in place at the time.

Options for selling shares

1. Off-Market

An off-market transfer is for privately transferring shares between two parties without using the services of a share broking firm. It is an off-market transfer because the shares are not transferred via the share market. Shares can be traded off-market as part of the sale of an orchard, or at any time where a shareholder is looking to sell and can find a producer who is looking to buy.

2. On-Market

An on-market trade requires the services of a share broking firm. The shares are being publicly traded on the share market. Zespri shares trade on the Unlisted/USX* platform. Unlisted have six approved brokers, one of which who shareholders will need to sign up with in order to trade Zespri shares on-market.

 

For more information, refer to the Canopy website or call Zespri’s
Grower Support Services on 0800 155 355.

* Unlisted/USX is not a Licensed Financial Product Market under the Financial Markets Conduct Act 2013. Efficient Market Services Limited, which operates Unlisted, accepts no responsibility for any statement in this document.

Common Questions

Will dry shareholders be forced to sell their shares under the amended Constitution?

No. The amended regulations do not permit a requirement that dry shareholders sell their shares.

Why is the grandfathering rule of seven years before a current dry shareholder loses dividends so long?

This is a concession made at the time of the KISP consultation process. The seven years provides a substantial period of time for dry shareholders to continue receiving dividends before the measure takes effect.

Why isn’t Zespri proposing a dividend cap on producers who exceed the four-to-one share cap?

KISP proposed a dividend cap for all shareholders, however the new Kiwifruit Export Regulations allow a dividend cap to be introduced for non-producers only. Regardless, the requirement on producers to sell shares over the four-to-one cap means that dividends on the over-shared portion cease anyway after the transition period of seven or three years has passed.

Whilst Zespri has endeavoured to ensure that the information provided in these documents is accurate, the proposals for amendments to Zespri's constitution are still in the process of being finalised, and therefore may be subject to change. Zespri shall not be directly or indirectly liable (whether in contract, tort or otherwise) to any person for any statement, representation, misrepresentation inaccuracy, omission or otherwise in respect of, or any reliance by any person on, any information or documentation Zespri or any of its representatives directly or indirectly makes available or otherwise discloses (whether orally or in writing) in this document or in relation to this document. Updates to the proposals will be made available here on the website and the final proposals will be contained in the proposed constitution issued for voting purposes prior to the Special Meeting.